CARTERS INC false 0001060822 0001060822 2020-05-14 2020-05-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2020

 

Carter’s, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-31829

 

13-3912933

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Phipps Tower,

3438 Peachtree Road NE, Suite 1800

Atlanta, Georgia 30326

(Address of principal executive offices, including zip code)

(678) 791-1000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stockpar value $0.01 per share

 

CRI

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Carter’s, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 14, 2020 (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.

1. Election of Directors

Each of the twelve director nominees were elected to a one-year term. The voting results were as follows:

Nominee

 

Total votes

for

   

Total votes
against

   

Total votes
abstained

   

Broker
non-votes

 

Hali Borenstein

   

39,675,372

     

111,478

     

32,736

     

1,355,838

 

Amy Woods Brinkley

   

39,607,073

     

179,729

     

32,784

     

1,355,838

 

Giuseppina Buonfantino

   

39,606,230

     

180,251

     

33,105

     

1,355,838

 

Michael D. Casey

   

38,789,270

     

979,815

     

50,501

     

1,355,838

 

A. Bruce Cleverly

   

39,020,170

     

766,218

     

33,198

     

1,355,838

 

Jevin S. Eagle

   

39,429,117

     

357,270

     

33,199

     

1,355,838

 

Mark P. Hipp

   

39,345,378

     

440,419

     

33,789

     

1,355,838

 

William J. Montgoris

   

38,880,619

     

905,278

     

33,689

     

1,355,838

 

Richard A. Noll

   

39,664,829

     

121,164

     

33,593

     

1,355,838

 

Gretchen W. Price

   

39,675,254

     

111,433

     

32,899

     

1,355,838

 

David Pulver

   

38,961,185

     

824,698

     

33,703

     

1,355,838

 

Thomas E. Whiddon

   

37,464,774

     

2,321,204

     

33,608

     

1,355,838

 

2. Advisory Vote on Executive Compensation for Named Executive Officers

The shareholders of the Company approved, on an advisory basis, the 2019 compensation awarded to the Company’s named executive officers as disclosed in the Company’s proxy statement filed in connection with the Annual Meeting. The voting results were as follows:

 

Total votes

for

   

Total votes

against

   

Total votes

abstained

   

Broker
non-votes

   

   

39,202,008

     

514,558

     

103,020

     

1,355,838

   

3. Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2020. The voting results were as follows:

 

Total votes

for

   

Total votes

against

   

Total votes

abstained

   

   

40,459,988

     

692,032

     

23,404

   


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 19, 2020    

CARTER’S, INC.

     

By:

 

/s/ Scott F. Duggan

Name:

 

Scott F. Duggan

Title:

 

Senior Vice President, General Counsel and Secretary